Sec Form 4 Filing - Balkin Michael @ P3 Health Partners Inc. - 2022-01-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Balkin Michael 2. Issuer Name and Ticker or Trading Symbol P3 Health Partners Inc. [ PIII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3201 SOUTH OCEAN BOULEVARD, UNIT 404 3. Date of Earliest Transaction (MM/DD/YY) 01/28/2022 (Street) HIGHLAND BEACH, FL33487 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 01/28/2022 P 15,000( 1 ) A $ 4.83 7,545,264( 2 )( 3 )( 4 )( 5 )( 10 ) I See Footnotes( 2 )( 3 )( 4 )( 5 )( 10 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class A Common Stock Warrants (right to buy) $ 11.5 02/12/2021 P 227,500 02/12/2022( 7 )( 8 ) 12/03/2027( 7 )( 8 ) Class A Common Stock 227,500( 4 )( 6 )( 7 )( 8 )( 9 )( 10 ) ( 6 ) 227,500( 4 )( 6 )( 7 )( 8 )( 9 )( 10 ) I See Footnotes( 4 )( 6 )( 7 )( 8 )( 9 )( 10 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Balkin Michael 3201 SOUTH OCEAN BOULEVARD, UNIT 404 HIGHLAND BEACH, FL33487 X Signatures /s/ Michael P. Balkin 01/31/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These 15,000 Shares (as defined below) were acquired in a single transaction through a self-directed individual retirement account of Mr. Balkin (as defined below). ( 2 )19,239 of these Shares are held directly by Mr. Balkin through a self-directed individual retirement account. "Shares" are shares of Class A Common Stock of the Issuer, par value $0.0001 per share. ( 3 )7,526,025 of these Shares are held directly by Foresight Sponsor Group, LLC, a Delaware limited liability company (the "Sponsor"). ( 4 )Michael P. Balkin, a citizen of the United States ("Mr. Balkin"), is the sole manager of the Sponsor. Consequently, Mr. Balkin has voting and investment power over the securities held directly by the Sponsor. ( 5 )As a result of having voting and investment power over the securities held directly by the Sponsor, Mr. Balkin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the 7,526,025 Shares held directly by the Sponsor. ( 6 )The Sponsor, simultaneously with the consummation of the Issuer's initial public offering on February 12, 2021 (the "IPO"), consummated the acquisition from the Issuer of 682,500 units (the "Private Units"), at a price of $10.00 per unit, in a private placement for an aggregate purchase price of $6,825,000. Each Private Unit consisted of one Share and one-third of one warrant. ( 7 )Such warrants acquired directly by the Sponsor on February 12, 2021, were exercisable for 227,500 Shares, provided that, at the time of issuance, such warrants could only be exercised during the period (i) commencing on the later of: (1) the date that is thirty (30) days after the first date on which the Issuer completed a business combination and (2) the date that is twelve (12) months from the consummation of the IPO and (ii) terminating at 5:00 p.m., New York City time, on the earlier to occur of (x) the date that is five (5) years after the date on which the Issuer completes its initial business combination or (y) the liquidation of the Issuer in accordance with the Issuer's amended and restated certificate of incorporation, as amended from time to time. ( 8 )The Issuer completed a business combination on December 3, 2021, but the twelve (12) month anniversary of the consummation of the IPO is February 12, 2022. Accordingly, (i) such warrants will become exercisable on February 12, 2022, and (ii) the exercise period of such warrants will terminate at 5:00 p.m., New York City time, on the earlier to occur of (1) December 3, 2027, or (y) the liquidation of the Issuer in accordance with the Issuer's amended and restated certificate of incorporation, as amended from time to time. ( 9 )As a result of having voting and investment power over the securities held directly by the Sponsor, Mr. Balkin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the 227,500 Shares issuable upon exercise of such warrants held directly by the Sponsor. ( 10 )Mr. Balkin disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

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